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HomeMy WebLinkAboutContracts & Agreements_248-2005_CCv0001.pdf Systems & Software 401 Water Tower Circle INVOICE#200621 Colchester,VT 05446-1928 Telephone: 802-655-4400 Fax: 802-655-4401 www.Ssiutil itysuite.com ANNUAL SOFTWARE MAINTENANCE & SUPPORT CONTRACT Systems&Software, Inc. ("S&S")agrees to provide to the licensee named below(the"Customer")and the Customer agrees to accept,on the following terms and conditions, maintenance, approved enhancements, custom programming (quotes) and support services, with reference to the Licensed Software(as such term is defined below)installed at the Customer's site. The term of this Agreement is from January 1,2006 to December 31,2006. If the Customer has entered into a Software Maintenance & Support Contract with S&S that covers a term longer than one year, the Customer acknowledges that this Agreement reflects only the one-year period stated above. No portion of the fee is refundable,even if the Customer ceases use of the Licensed Software prior to the end of the term. Customer No: 13000 Customer Name: REDLANDS MUNICIPAL Installation REDLANDS, CA Address: 35 CAJON SUITE 15A Site: P.O. BOX 3005 Contact: JANET MILLER Address: Telephone: 909/798-7553 City/State/Zip: REDLANDS, CA 92373 Quantity Description of Licensed Software and Services Maintenance Fee Extension 1 enQuesta Maintenance 82,831.93 82,831.93 1 V Party Maintenance 9,744.63 9,744.63 TOTAL ANNUAL MAINTENANCE FEE 92,576.56 The Customer agrees that the annual maintenance fee includes the services specified in Attachment A for the term specified and,furthermore,agrees to all the terms and conditions stated on the next page(s). The Customer agrees to submit a Software Request Form(available on S&S's website)for any and all installation requests. Your signature below constitutes acceptance of the fees specified above,and all other provisions of this Agreement. After the term expires,an Annual Software Maintenance & Support Contract (in S&S's then-current form) is required for the continued use and support of the Licensed Software. FAILURE TO PAY THE ANNUAL MAINTENANCE FEE RESULTS IN TERMINATION OF THE CUSTOMER'S LICENSE TO USE THE APPLICATION SOFTWARE. THE PARTIES HAVE READ THIS AGREEEMENT, INCLUDING ALL PAGES ATTACHED HERETO, AND AGREE TO BE BOUND BY ALL ITS TERMS AND CONDITIONS. THIS AGREEMENT MAY BE MODIFIED OR AMENDED ONLY BY A WRITTEN INSTRUMENT SIGNED BY DULY AUTHORIZED REPRESENTATIVES OF BOTH S&S AND THE CUSTOMER. SYSTEMS&SOFTWARE,INC. CUSTOMER SIGNATURE cal +CA -%Ju ' SIGNATURE Caroline C. Mashia Jon Harrison Title Controller Title Mayor, City of Redlands Date November 18,2005 Date December 29, 2005 ATTEST: Lor e Poyze i y Clerk 1. DEFINITIONS: F. MAINTENANCE AND SUPPORT SERVICES: S&S shall perform corrective maintenance as specified in Attachment A. S&S shall A, "Application Software" shall mean the enQuesta UtilitySuiteTll provide corrective maintenance from its business premises via the software licensed by S&S to the Customer, technological means and in the manner set forth in Attachment A, B. "Attachment A" means Attachment A to the Annual Software The Customer is responsible to provide access capability to allow Maintenance & Support Contract, which provides guidelines and S&S access into Customer's information system as set forth in policies relating to maintenance and support services, Attachment A. Corrective maintenance will be provided only for Attachment A is attached hereto and incorporated herein and the current version of the Application Software and the most forms part of this Agreement. recent release just prior to the current version, Corrective C. "Documentation" means all materials relating to the Licensed maintenance will be provided solely if the Application Software is Software consisting of tangible, human-readable materials not functioning in accordance with its design specifications. In the containing information developed for use in conjunction with any event that Customer desires a different functionality, such component of the Licensed Software, including,without limitation, requests for changes are not covered under the fee set forth on manuals,user documentation,and training materials. the front page of this Agreement. If the Customer elects to cease D. "Information System Agreement" means the base contract, if maintenance support on particular line items or modules, the any, between the Customer and S&S relating to installation of an Customer must pay for all prior annual maintenance fees that information system by S&S. were not paid if it desires to reinstate the particular application. E. "Licensed Software"means the Application Software,operating S&S is not required to perform corrective maintenance with system software,and third-party software listed on the front of this respect to Application Software malfunctions caused by (i) Agreement. The Licensed Software does not include the source Customer's modifications to the Application Software unless code, performed at the direction of S&S; (ii) Customer's failure to use 2. LICENSE: S&S grants to the Customer a nonexclusive and updates, enhancements or program error corrections; or (iii) nontransferable right and license to use the Licensed Software Customer's failure to use the Application Software in accordance solely for the Customer's internal business purposes in with this Agreement or the Information System Agreement. accordance with the provisions of the Information System 7. MODIFICATION SUPPORT: The Customer may request Agreement, if any. Unless otherwise specified in an Information modifications to the Application Software as set forth in System Agreement, (a)if the Customer experiences any increase Attachment A. in its metered account volumes beyond five percent per year,then 8. DISCLAIMER OF WARRANTIES; NO LIABILITY: S&S Customer must pay additional license fees to S&S, such DISCLAIMS AND EXPRESSLY WAIVES ALL WARRANTIES. additional fees to be negotiated in good faith: and (b) if the EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION Customer experiences any growth,regardless of the amount,due ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR to the purchase of or merger with another entity or due to PURPOSE, UNDER NO CIRCUMSTANCES SHALL S&S BE circumstances outside the ordinary course of business, then LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, Customer must pay additional license fees to S&S, such PUNITIVE, OR INCIDENTAL DAMAGES OF ANY KIND additional fees to be negotiated in good faith. The license granted INCLUDING,BUT NOT LIMITED TO, DAMAGES FOR LOSS OF to Customer shall be automatically revoked at such time as(I)the PROFITS, WORK STOPPAGE, SYSTEM FAILURE OR Customer ceases to use the Licensed Software;hi)the Customer MALFUNCTION, LOSS OF DATA, OR ANY OTHER DAMAGES cancels this Agreement; or (iii) the Customer breaches this OR LOSSES IN CONNECTION WITH THE USE OF THE Agreement in such manner that adversely impacts S&S's LICENSED SOFTWARE OR OTHERWISE, EVEN IF S&S HAS proprietary rights in the Licensed Software. BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 3. OWNERSHIP OF APPLICATION SOFTWARE: The Customer 9. REQUIREMENTS UPON TERMINATION OF LICENSE: At such acknowledges and agrees that S&S shall have and retain sole time as the license for the Application Software terminates, the and exclusive ownership of all right,title and interest in and to the Customer shall cease use of the Application Software and return Application Software, including ownership of all trade secrets and to S&S or destroy all copies of the Licensed Software and all copyrights pertaining thereto. The Customer further agrees that Documentation in the Customer's possession or under its control. S&S shall have sole ownership of all improvements and Within ten(10)business days after termination of said license,the modifications made to the Application Software, including,without Customer shall send written confirmation to S&S, by first-class, limitation, those made in connection with modifications or certified mail, return receipt requested, that Customer (I) has improvements to benefit the Customer, regardless of whether completed such destruction or return of the Application Software such improvements and modifications are made by S&S alone or and Documentation; hi) has not permitted any improper together Wth the Customer or third parties, disclosure, use of or access to the Application Software or 4. COPYING OF APPLICATION SOFTWARE PROHIBITED: Documentation; (iii) acknowledges and agrees that Customer Customer may prepare one copy of the Application Software for remains bound by the confidentiality provisions set forth in backup purposes only; provided that the backup copy may be Section 5 above- Customer agrees that S&S shall have the right used only during the terra of the license and the copy shall be to disable the Application Software upon the termination of the destroyed or returned to S&S upon termination of the license. license, provided that S&S shall not disable the Application The Customer may prepare a reasonable number of copies of the Software if the Customer is contesting the termination in good Documentation for internal use only; provided that the copies of faith and the Customer continues to pay all fees required by this Documentation may be used only during the term of the license Agreement and any Information System Agreement when due. and the copies shall be destroyed or returned to S&S upon 10. INCONSISTENT PROVISIONS: In the event that provisions in termination of the license. Customer shall not have the right to this Agreement are inconsistent with corresponding provisions in prepare any archival copy of the Application Software or the InforiTkillion System Agreement, the provisions in the Documentation. Information System Agreement shall govem. Corresponding 5. CONFIDENTIALITY AND NONDISCLOSURE: Customer provisions in the Information System Agreement and in this acknowledges that the Application Software constitutes trade Agreement that provide more detail or result in greater protection secrets of S&S and acknowledges that the Application Software to S&S shall not be deemed to be inconsistent with each other; and Documentation are confidential and proprietary property of only provisions that are in direct conflict with each other shall be S&S. During the term of this Agreement and for a period of five construed as inconsistent provisions, (5) years thereafter, Customer agrees (I) to limit access to the 111. MISCELLANEOUS: In the event that a particular provision of this Application Software, Documentation, and any other confidential Agreemiant is found to be in violation of any applicable law,each information of S&S (including, without limitation, any information such provision shall be enforced only to the extent it is not in marked 'Confidential' by S&S) to only those employees who violation of such law or is not otherwise enforceable;and all other require access thereto in order to use the Application Software for provisions of this Agreement shaft remain in full force and effect, permitted purposes; (h) not to make available or disclose the Unless othenvise specified in an Information System Agreement, Application Software or otherconfidential information of S&S to this Agreement shall be governed by the laws of the State of anyone without prior vMften consent of S&S; and fill)to take all Vermont,vAthout giving effect to the principles of conflicts of laws. reasonable precautions to maintain the confidentiality of the Application Software, Documentation, and other confidential information of S&S, employing at least those precautions which the Customer employs to protect its own information of a similar 447135v2.-7028-00014 nature.